Carl Icahn May Have Been Outfoxed by His Latest Prey

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The New York Sun

For more than 35 years, billionaire investor and corporate raider Carl Icahn, 69, has stalked the corporate jungle at will, terrorizing one company after another and always prowling for his newest prey and next Wall Street killing. His modus operandi remains constant: He buys a stake in a company, announces it and then aggressively pushes management to take action, say a restructuring or asset sales, to fatten its stock price, with a veiled takeover threat if it fails to bow to his wishes.


In response to what some investment bankers say is little more than legal blackmail, many managements cave in. Some buy Mr. Icahn’s stake at a premium, while others take the actions the activist raider has pushed for. Still others rush into the welcoming arms of a white night to escape his clutches.


The end result: Mr. Icahn invariably makes a bundle as eager investors jump into the stock.


However, his latest prey, Kerr-McGee, the Oklahoma City-based oil and gas giant with 2004 sales of nearly $5.2 billion, may well be an investment trap at current levels, some pros believe. The chief reason, they say: Barring a hostile takeover, which is thought to be extremely unlikely, the stock, for now, is viewed as richly priced at current levels, especially after its recent runup of about 15% following a couple Icahn-related announcements.


The first announcement was a February 22 disclosure of Mr. Icahn’s intent to buy upwards of a billion dollars worth or 9% of Kerr-McGee’s stock. The second announcement, March 4, disclosed that the wily raider, in conjunction with an investment partner, had acquired about 11.6 million shares or 7.65% of the energy biggie’s stock.


Wasting no time in trying to pump up the stock price, Mr. Icahn has already gone on the offensive by seeking two board seats, which Kerr-McGee opposes, at an upcoming stockholders meeting in May. Likewise, he has called on the company to dispose of its chemical business and sell forward contracts on its future oil and gas production and to use the proceeds to repurchase shares.


These actions have spurred a good deal of takeover speculation and stepped-up purchases of Kerr-McGee’s stock, which, at its current price of $81.75, is up a whopping 76% in the past two years and is trading at just a shade under its all-time high of $83.30.


It raises the obvious question: Is Kerr-McGee amenable to being acquired? Officially, it wouldn’t respond to that question. However, some large institutional holders who put a similar question to the top brass and some directors were emphatically told no. They were also advised that the stock purchase by Mr. Icahn had created a great deal of concern within the company. Likewise, one money manager said he was told by a top Kerr-McGee official that “unless Mr. Icahn wants another Iraq on his hands, he’ll stay the hell out of Oklahoma.” Mr.Icahn didn’t respond to calls seeking comment.


Significantly, Kerr-McGee apparently, some believe, in fear of Mr. Icahn, engaged an investment banker to examine spinning off the chemical division, which it’s thought could fetch around $2 billion. Surprisingly, though, the stock didn’t run up on that news, perhaps in part because Moody’s, the credit-rating service, has warned it may reduce Kerr-McGee’s debt rating to junk status if it were to implement Mr. Icahn’s proposals. Standard & Poor’s has also placed the company on credit watch.


To some observers, the latest turn of events suggests Mr. Icahn is in a quandary with regard to the pursuit of future stock appreciation for his Kerr-McGee stake and may now be forced to precipitate a friendly or unfriendly acquisition of the company to achieve that goal. As one hedge money manager put it: “The fox may have outfoxed himself. I think he might have shot himself on this one because Kerr-McGee, for the near term, looks like dead money.”


Interestingly, Alan Gaines, a former ally of Mr. Icahn and one of the country’s savviest energy minds, as well as a current Kerr-McGee shareholder, tells me “I wouldn’t buy the stock here, only on weakness.” A former institutional energy analyst and presently CEO of Dune Energy, a small Houston-based oil and gas exploration company, Mr. Gaines believes Kerr-McGee, on fundamentals – cash flow, asset values and production growth – is fairly valued. “There’s not that much on the upside and there are cheaper energy stocks to buy,” he said.


Mr. Gaines, a former adviser to Mr. Icahn on his hostile energy takeover efforts, notably Texaco, Phillips Petroleum, and USX, doubts that he has any serious shot at a Kerr-McGee takeover. “If Carl had asked me, I would told him to forget it,” Mr. Gaines said. “Oklahoma is a real tough place in which to force a hostile deal. It protects its own and would probably fend off any unwanted outsiders.” Yet another impediment, he notes, is the huge price tag. In a takeover, Mr. Gaines figures Kerr-McGee would require an offer of about $90 a share or nearly $14 billion. “Why,” he asks, “would anyone want to buy the stock here if the upside is only about $10 a share? It makes no sense.”


Still, Mr. Gaines observes, Mr. Icahn is no pushover in a takeover fight. “You’ve got to take him seriously because he’s smart, persistent, and has a lot of money.”


The New York Sun

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